SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 25, 2003
SCORES HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Utah 0-16665 87-042635
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
150 E. 58th Street, New York, NY 10022
(Address of principal executive offices)(Zip Code)
(212) 421-8480
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed since Last Report.)
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Item 5. Other Events and Required FD Disclosure.
On February 25, 2003, Scores Holding Company, Inc. ("Scores" or the
"Registrant") entered into a Second Modification of Loan and Convertible
Debenture Purchase Agreements and Related Transaction Documents (the "Second
Modification Agreement") with an accredited private investor (the "Investor").
The loan and debenture agreements and related documents between Scores and the
Investor had previously been modified pursuant to a modification agreement (the
"First Modification Agreement") dated November 14, 2002. The terms of the First
Modification Agreement were described in the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2002.
Under the First Modification Agreement, Scores agreed to prepay an
aggregate of $1,830,000 principal amount of convertible debenture and
nonconvertible debt held by the Investor by making periodic payments totaling
$2,470,000. Scores had paid an aggregate of $970,000 of these periodic payments
as of the date of the Second Modification Agreement. Under the terms of the
Second Modification Agreement, the principal amount of the convertible debenture
becomes $555,000 and the principal amount of the nonconvertible debt becomes
$555,000. Both the convertible debenture and nonconvertible debt are due on
August 7, 2007. The per share conversion price of the convertible debt is the
lesser of (a) $1.15 or sixty-five percent (65%) of the average of the closing
bid prices per share of Registrant's common stock during the five (5) trading
days immediately preceding August 13, 2002 or (b) fifty percent (50%) of the
average of the three (3) lowest closing bid prices per share of the common stock
during the forty (40) trading days immediately preceding the date on which the
Investor gives a notice of conversion.
The First Modification Agreement also provided that the Investor agreed
to exercise a warrant to acquire 500,000 shares of Registrant's common stock for
the aggregate exercise price of $5,000, with the shares to be held in escrow
until November 14, 2003. Under the terms of the Second Modification Agreement,
these shares were released to the Investor. These shares are restricted shares
under the Securities Act of 1933. The Investor has "piggyback" registration
rights in the event that Scores files a registration statement with the
Securities and Exchange Commission.
Under the First Modification Agreement, the Investor agreed to place
241,000 unrestricted shares of Registrant's common stock into escrow until their
release on June 30, 2003. Scores had the option to purchase these shares at a
price equal to seventy percent (70%) of their market price as of the release
date. Under the Second Modification Agreement, these shares were released to the
Investor and Scores' option was terminated.
Registrant stated in its Report on Form 10-Q for the quarter ended
September 30, 2002 that the adult entertainment nightclub to be operated under
the "Scores" name at 533-535 West 28th Street, New York, NY was scheduled to
open during the latter part of March 2003. As a result of construction delays,
the nightclub is now scheduled to open during the latter part of May 2003.
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Item 7. Financial Statements, Pro forma Financial Information and Exhibits
(c) Exhibits
10.1 Second Modification of Loan and Convertible Debenture Purchase
Agreements and Related Transaction Documents
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCORES HOLDING COMPANY, INC.
Dated: March 10, 2003 By: /s/ Richard Goldring
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Richard Goldring
President & Chief Executive Officer
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